JUDGMENT M.F. Saldanha, J.—This is an appeal directed against a revisional order passed by the Additional Commissioner of Commercial Taxes, Zone-II, Bangalore dated 28.1.1997. The appeal raises a point of some interest and the brief facts giving raise to the controversy are that the appellants M/s. W.S. Telesystems Limited are aggrieved by an order imposing a penalty against them under Section 28A(4) of the Karnataka Sales Tax Act amounting to Rs. 1,24,463/-. It is relevant for us to mention that this company, hereinafter referred to as the appellants, was earlier part of M/s. W.S. Industries Limited. In the year 1992 the parent company was bifurcated in so far as the electronics division was converted into a separate limited company by the name of M/s. W.S. Telesystems Ltd., the present appellants. The parent company had received a purchase order from the department of Telecommunications, New Delhi to supply electronic exchanges to the Assistant Engineer (P.E.S) Installation, Central Exchange, Bangalore. According to the appellants, the existing order from the D.O.T. was executed by them as there are on record documents whereby existing assets, liabilities etc., including business relating to the communications field was transferred from the parent company to the appellant's company. They have further clarified that this company was renamed in the year 1997. According to the records of the department, on 1.12.1992 a consignment which was to be supplied to the Telephone Department was on its way in a goods vehicle. The officer incharge of the Bellary Road check post, when he checked the relevant invoices and other documents took up the contention that the appellants had not correctly computed the sales tax which was shown as at 4% on the ground that this was a supply made by a registered trader to a government department, and the officer noticed that the name of the consignee on the relevant invoice was that of W.S. Industries. It is necessary to clarify that though the invoice was raised in the name of W.S. Industries that the consignee had been shown as the D.O.T. The relevant notice was issued to the appellants and ultimately, even though originally the show- cause notice proposed a penalty of 12% an order came to be passed whereby the appellants were penalised to the extent of the deficit of tax i.e. 2%. The appellants filed an appeal against this order and the appellate authority set aside the penalty order. Thereafter, the revisional authority set aside the appellate order and has restored the original penalty order and the present appeal is directed against this last order. 2. The short point in controversy is as to whether in the facts and circumstances of the present case, the imposition of the penalty was justified. We do concede that the facts of this case are slightly unusual and Mr. Kamath, learned Counsel who represents the appellants submitted before us that admittedly this is not a case in which the goods in question were not accompanied by any of the relevant documents. His first submission is that the penalty order under Section 28A of the Act is totally misconceived because he was at pains to demonstrate to us that essentially, that Section takes care of situations in which there is either clandestine transfer of goods without documents or a situation in which the prescribed documents are not available when the goods in question are checked. His submission is that neither of the two situations arise in this case and that if at all there was some dispute or debate with regard to the correct rate of tax applicable that this was something which the department could have and should have only taken up at the stage of the assessment and that therefore, the exercise of jurisdiction under this Section is itself bad in law. While we do concede that though this Section prescribes penalties for non- production of any or all the requisite documents it is equally necessary to point out that it would not be outside the ambit and scope of this Section to envisage a situation in which the documents accompanying the goods are not in order. For example, if there is misdescription of the goods, as often happens, or if there is misdescription of material particulars or if any of the contents of the documents prima facie are established to be incorrect, then the officer at the check post would be within his rights to issue a show-cause notice and institute proper action. In the present instance, the case of the department was that even though the name of the D.O.T. was shown as the consignee that the invoice was drawn on M/s. W.S. Industries and that consequently, this effectively constitutes a misdescription. In the present instance, the case of the department was that even though the name of the D.O.T. was shown as the consignee that the invoice was drawn on M/s. W.S. Industries and that consequently, this effectively constitutes a misdescription. The second and more important aspect of the case was that in the facts and circumstances, the department contended that the documents clearly indicated a transfer of the property in question to M/s. W.S. Industries and that the name of the consignor was of no relevance for purposes of taxation. 3. Mr. Kamath vehemently submitted that the imposition of penalty, on facts, is thoroughly unjustified and in support of his submission, he produced before us not only the copy of the original invoice but more importantly, the inspection report from the Inspector. The reason for this was because the authorities below had taken the view that the invoice was dated 30.9.1992 whereas the goods had been in fact despatched after a delay of full two months i.e., on 1.12.1992. Mr. Kamath submitted on the basis of the documents produced by him, that it was a requirement under the purchase order that the goods had to be inspected prior to despatch and that he had produced documentary evidence in support of his plea that the goods were inspected as late on 30.11.1992 which was why they were despatched only on 1.12.1992. He states that the invoice was made out as soon as the goods were ready for despatch and the appellants had no control over the time factor in so far as the Inspector had come to inspect the goods only on 30.11.1992. Furthermore, on the all important question of who in fact was the defacto consignee, he produced before us a copy of the invoice which indicated from the stamping on it that the goods in question had been received by the D.O.T. on 1.12.1992 itself and it was his submission therefore that this was a simple straight forward transaction whereby the appellants had despatched and delivered the goods to a government department an that they were therefore fully justified in having provided for tax at the rate of 4%. His further submission was that this was not a case in which there is any attempt or actual evasion of tax and that if on the basis of the aforesaid record it may be demonstrated that the goods were in fact destined for a government department and were actually delivered there that there is absolutely no cause or any ground for suspicion. He has attacked the reasoning in the impugned order which is to the effect that the delay between the date of the invoice which is 30.9.1992 and the date of despatch which is 1.12.1992 is a ground for suspicion. Relying on the decision in the Hindustan Steel Case, Mr. Kamath submitted that unless and until there is mens rea or in other words unless and until it is demonstrated that there was a conscious act or intention to evade tax that the imposition of any penalty is unjustified. 4. The learned Government Advocate has defended the action of the department. His straight forward submission was that on a plain reading of the contents of the invoice it will be very clear that the invoice has been drawn on M/s. W.S. Industries Ltd. which is not a government department. The learned Advocate submitted that merely because there is the mention of the D.O.T. as the consignee it will not take the appellants out of the applicability of the law. His submission is that for purposes of deciding the rate of taxation that unless it is demonstrated that it was a clear cut and direct sale to a government department that a lower rate of taxation would not apply and in this context, he has relied on the fact that the purchase order from the D.O.T. was on M/s. W.S. Industries Ltd., and not on the appellants and furthermore that it is very clear that even if the goods in question had been manufactured by the appellants that they had in turn transferred these to M/s. W.S. Industries who in turn was the party from whom the D.O.T. had purchased the same. His submission therefore was that the department was fully justified in holding that as far as the present appellants are concerned that it was a sale to a private party even if it was their own sister company and that consequently sales tax at the rate of 6% was applicable. His submission therefore was that the department was fully justified in holding that as far as the present appellants are concerned that it was a sale to a private party even if it was their own sister company and that consequently sales tax at the rate of 6% was applicable. Consequently, since the documents produced by the appellants did not reflect the correct rate of taxation, the penalty was more than fully justified. The learned Government Advocate has however brought one important fact to our notice, namely that after an examination of the facts, the department itself has taken a very lenient view of the case by dropping the 12% tax and imposing a penalty that was equivalent to the 20% short-fall or in other words, that the department has only collected the deficit of tax and that the appellants have really no cause for complaints. 5. We have carefully evaluated the submissions canvassed by the learned Counsel on both sides. In the background of the facts of the case and the law, the appellants did contend that there was no improper or dishonest motive on their part and that they were only executing the purchase order which had been drawn on their parent company. The learned Counsel has also demonstrated that this is an order which was placed several years earlier and as always happens with the government departments that the procedures and negotiations are long winded and troublesome and that merely because the parent company was virtually bifurcated into two separate units that it was neither feasible nor practical for them to request the D.O.T. to alter the purchase order which in a bureaucratic set up would have pushed the appellants back to square 1. The essential submission canvassed before us is that if it can be demonstrated that admittedly the two companies which are inter connected in essence had only sought to take advantage of a domestic arrangement between themselves but where it can be demonstrated that in actual fact it was a supply of the goods by registered traders to a government department, that the penalty, even if it were at the rate of 2% is unjustified. We do need to take note of the fact that a Court of law will never adopt a hyper technical approach but at the same time, it is necessary to take careful note of the provisions of the Transfer of Property Act and the Karnataka Sales Tax Act for purposes of deciding the vexed issue that has fallen for decision. While it is contended that it was only an internal or a domestic arrangement between the two companies, we cannot lose sight of the fact that the appellants and M/s. W.S. Industries are two separate limited companies and that they are two separate juridical persons. The two companies are liable to tax independently and not collectively and it is very clear from the record before us that the purchase order having been drawn on M/s. W.S. Industries Ltd., that necessarily the department would have to pay for the goods to this company. Admittedly, this company had not manufactured the goods and therefore, when the appellants who had manufactured the goods desired to execute the purchase order which had been drawn on their sister company, there was no option except for them to transfer the goods to M/s. W.S. Industries Ltd. This circumstance in law cannot be considered as a gift or for that matter as a transfer without consideration because these were valuable goods worth several lakhs of rupees and consequently, the transfer of the goods to M/s. W.S. Industries Ltd., would come clearly within the definition of sale as defined in the Karnataka Sales Tax Act. The essential test is as to whether or not the property in the goods devolve on the recipient and the answer being in the affirmative irrespective of the fact that the appellant contend that there was no dishonestly or intention to evade tax, we need to hold that the transaction was virtually a three cornered or a triangular transaction involving two distinct operations, the first being transfer from the appellants to M/s. W.S. Industries Ltd. and subsequently, the transfer of the goods from that company to the D.O.T. in execution of the purchase order. In this background, what we need to hold is that the appellants cannot take shelter behind the ratio in the Hindustan Steel case for the simple reason that it is now universally well settled law that where a breach of a statutory duty is envisaged that the aspect of mens rea is presumed and that there is no separate necessity for the department to establish this ingredient. In the present instance, an analysis of the record will indicate that the appellants had wrongly reflected the rate of tax as a result of which a substantial amount of tax which ought to have accrued had not been shown. This would clearly constitute an act of evasion but more importantly what we need to record is that in a situation where there is misdescription of this type and where despite notice the party is unable to get over the impediment that Section 28A clearly invests the officer with the power to impose a penalty. One aspect of the law which we need to restate on this occasion is that the party to whom a show-cause notice issued under Section 28A is still afforded an opportunity to put forward a valid/cogent explanation to get over the allegations or charges made by the department but where an explanation is not forthcoming or furthermore where the explanation is found to be insufficient, improper or of no consequence then the imposition of a penalty under Section 28A would be fully justified. We do not need to enter into any debate with regard to the quantum of penalty because even though the appellants' learned Advocate did submit that the amount is substantial, we have taken note of the fact that the penalty is only equivalent to the deficit i.e. only 2% and the appellants have virtually got away with no penalty at all. 6. On a total consideration of the facts and circumstances of this case, we are of the view that no intervention is called for. The appeal fails and stands dismissed. No order as to costs.